


Penny Polendina the AACD

by Bmblbreeze



Category: RWBY
Genre: Androids, Closet Sex, F/M, Rough Oral Sex, Sex, Vaginal Sex
Language: English
Status: In-Progress
Published: 2020-02-26
Updated: 2020-03-31
Packaged: 2021-02-27 23:06:49
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 3
Words: 8,459
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22913695
Author URL: https://archiveofourown.org/users/Bmblbreeze/pseuds/Bmblbreeze
Summary: A normal day at Atlas Academy becomes entirely different than expected as Penny Polendina pulls you aside to deliver some very strange news.
Relationships: Penny Polendina/Reader
Kudos: 35





	1. A Strange Surprise

You awake early in the morning, your alarm blaring long beeps as you force yourself out of bed so you can drag yourself to your classes. You don't want to be too much of a downer, you've always wanted to become a huntsman, but with Atlas combining school and military that also means strict training and harsh education. Lately the exhaustion and pressure has been getting not only to you, but to everybody. After eating a simple breakfast you go to your first class and it's already a struggle just to stay awake, much less pay attention. You tell yourself it's no big deal, but you know your grades and attendance have been slipping, and so does the school.

Fortunately, after only two classes your schedule affords you a two hour break, which you usually use to eat lunch or nap or just have private time in your quarters. Today's break however, was interrupted by a school staff member giving you a slip of paper, a summons. You groan in disappointment and frustration, as even your valuable break time is being cut into now, but the anger you feel is very quickly replaced with confusion. Upon close inspection of the note, the meeting place for the summons is your own quarters, and you're not sure if you should be more or less worried. You only hope you've remembered to clean it recently.

You arrive at your quarters and open the door, and are taken aback when you see not a strict looking atlas official or a rough training instructor, but a cute girl with light red hair, a pink bow, and bright green eyes. She sees you and perks up. "Sal-u-tations student!" she chirps, "Please, have a seat!" You do just that and take a seat across from her on a cold metal chair as she begins to speak. "My name is Penny Polendina," something that was quite easy to know, it's not exactly uncommon to know who the protector of Mantle is, much less the world's first robot with a soul. "I am currently assisting the general with some matters within Atlas Academy, which is precisely why I wanted to talk to you," she continues. "Attendance, grades, and morale have been at an all time low this year, it is understandable, things have been stressful for everyone, which is why I have been tasked to help find a way to raise morale among the students. With the help of special operative Winter Schnee we believe we have come up with the perfect and easiest solution to this problem!" She speaks excitedly as you wonder where this is going."In order to quickly and easily help raise morale, I am going to become the official unofficial Atlas Academy cum dumpster!" 

If you had a drink, you would have immediately spit it out, completely taken aback by the girl's words. You can't tell if this situation is funny or weird or serious or just a distasteful prank. Penny takes note of the seemingly dozens of thoughts running through your head at once. "Ah, I can see you are confused, so allow me to explain. Me and special operative Schnee both came to the conclusion that this would be an extremely effective way to raise morale! Sexual intercourse is something mostly everyone greatly enjoys, and would almost certainly help lift the spirits of students!" You can hardly believe what you're hearing."We concluded that I am best suited for this task, being an artificial girl means that I may be in use for even hours at a time, as I am not burdened by exhaustion, hunger, and even the need for air!" You can swear you're still in bed dreaming hearing all of this ridiculous stuff, but this is real. 

Penny speaks up once again,"You still appear confused, so allow me to get to the point. Rather than immediately put me out there for use, we have decided to take an extra measure and begin with a small, randomly selected sample group. I had you meet me to inform you that you have been selected to participate in the trial run!" Your jaw may as well be on the floor at this point. This was absolutely impossible, if it wasn't a well known Atlas official telling you this, you'd immediately call bullshit. 

Despite your sheer disbelief, she continues further."This is your official notice that, as a member of the sample group, you are free to use the Atlas Academy cum dumpster whenever you please!" You're finally starting to realize just what this situation is, what it means, and that this is in fact reality. "That will conclude this meeting, student! Do you wish to ask any further questions?" Despite the maybe hundreds of questions in your head right now, you come to realize that only one will truly test the situation. You speak up "You said I am allowed to…use you whenever I please?" "That is Correct!" Penny exclaims. You continue, "does that include right now?" 

You didn't think a robot could go full red in the face, but she clearly could. Penny, despite everything she just said, seems to be surprised by your eagerness. "Well I… I ah…" she stammers, surprisingly flustered for how straightforward she was a moment ago. "I suppose that… as uh… as a member of the sample group… you may… begin now if you wish." You had to admit, this girl was incredibly cute when she was embarrassed, so cute that between her embarrassment and everything you've just been told, you find yourself forming a tent in your pants. 

You get up from your seat and approach the blushing redhead, your erection blatantly obvious to her, she somehow goes even redder. It dawns on you that despite everything she just told you, she's almost certainly never done this before. You stop just before her, still in her seat, your boner sits just a little short of her mouth. Red, flustered embarrassment covers her face as she sits just a few inches away from the erection in your pants. "May…may I?" Penny questions. You nod your head, and shortly after you do, she reaches over and fumbles with the buckle on your belt, undoing it and allowing your pants to drop easily. 

Thin, gray underwear is the only thing covering your bulge from the cute Atlesian girl, you see her staring at it, but you can't tell if she's just hesitant or taking this all in. Slowly, she lifts a hand and runs it along your bulge, lightly stroking you through your underwear. She does this a second, third, and fourth time, seemingly unsure, but also interested. As she continues further, you can't help but shake a little at the soft yet sensitive feeling. Penny appears to take this well, becoming less tense and giving a slight, warm smile at your positive reaction. She shifts her hands over to your hips as she grasps the sides of your underwear and slides them down. Moving down herself at the same time, shifting from seated in her chair to down on her knees. 

Penny's grown confidence immediately makes way to returning embarrassment, becoming redder than ever before as she slides your underwear down, freeing your dick and allowing it to immediately rest on her face. She makes what you can only describe as a small, shocked squeak as your dick now sits against her. Against her face, you can tell that she is indeed artificial, but she's still warm and almost even comfortable to the touch. You're shocked to find that now something that feels totally natural is now making contact, as she sticks out her tongue and slowly slides it up your shaft, surprised at both how normal it feels compared to her outside, and her eagerness to continue. She grabs the base of your cock with her hand, and upon reaching the tip with her tongue, returns to the base for another full lick. 

She must have taken note of your slight confusion, as she briefly pulls away and speaks, though much softer than earlier. "Do not worry, while I am indeed artificial, I have received certain modifications for this task at the request of Miss Schnee. My mouth, tongue, and anything else you may wish to…procreate with should feel like a normal human girl's." After speaking, she continues to lick the length of your cock, picking up the pace slightly as you twitch a little, and before you know it, she has begun to lick the head as she slowly puts her lips around it, ready for you to enter her mouth. 

You nearly double over in shock, as rather than starting slowly and taking a little at a time, she simply and effortlessly slides the entire length of your cock into her mouth and down her throat. You should have figured that a robot wouldn't have even the slightest gag reflex. Out of pleasure and in an attempt to catch your balance, you quickly grab the back of Penny's head as her throat tightens around you, eliciting a small moan from you as you regain your balance. Penny attempts to speak, but her voice merely comes out as muffled noises, while the attempt to speak shifts and vibrates her throat around your dick as you grab her hair in an attempt to keep your composure. 

Catching your balance and loosening your grip, Penny pulls back as you slide out of her throat, you make sure to prepare and keep your balance this time, though the motion still makes you groan slightly. As you pop out of her mouth, long strands of what appear to be a lubricant made to replicate saliva connect between the length of your cock and her mouth. She drools a little as she looks up at you, her breathing heavier, though more an emotional response than a need for air. After a few moments, she speaks, "Y-you are…free to use me at…whichever pace you see fit. That is my purpose as… as the A-Atlas Academy cum dumpster."

Following her instructions, you proceed to wrap your hands around her head, gripping her hair as you move your cock forwards once again. Grabbing hold tightly as you slide back into her now lubricated throat, making wet noises as you push in until hilted inside of her mouth. Spending a second all the way in her throat before pulling backwards and sliding out again. Before you can fully leave her mouth, you push forward again until you're back to having your entire dick inside of her mouth. You repeat this motion a few more times. Hearing slick, wet noises as you slowly push in and out of her throat, and letting out an occasional small moan as you pick up the pace. 

You get a firm, tight grip on her hair as your pace increases quickly, her neat curled hair unfurling and becoming a mess as you pull. Looking down at her, you see surprise in her eyes as you now thrust in and out of her mouth. Lewd, wet noises now replaced by a messy slapping sound with each hard thrust into her throat. Your occasional small moans replaced with consistent ones with each quick push in and out of her throat. Keeping the pace for a short while before stopping and holding yourself all the way inside of her, catching your breath between groans of pleasure. 

Slowly you slide yourself out of her mouth, popping out and once again resting your dick across her face. A wet mess has formed around her mouth, which is surrounded by and drooling lubricant. A new wet spot marking her where your cock sits on her face. "What are you doing?" she asks, "Why have you stopped?" You instruct Penny to move backwards, and she slowly scoots over until her back is against the wall. You grab two fistfulls of hair on the side of her head as you reposition your cock back in front of her mouth. 

You waste little time shoving your cock back into her throat, quickly resuming your pace as you pin her against the wall and pound her mouth like a toy. With each hard thrust, she's pushed back against the wall with a little, rhythmic thud. Your pace quickens even further, along with your breathing and your moans of pleasure. As you grip and pull her hair and throat fuck her even harder, the dull thud becomes a constant knock as you aggressively fuck her mouth. You feel tension building in you as you thrust hard in and out of her against the wall. Your breathing gets harder and your moaning less controlled as you get closer and closer to climax. Penny can tell that you're getting close. 

As your moans of pleasure reach their peak, you do a few slower, harder thrusts into her mouth before shoving yourself all the way inside her. You grip her head tightly as you pump some cum into the back of her throat, before quickly pulling out and shooting the rest of your load onto Penny's face. Both drool and cum are dripping from her mouth as strands from your load sit across her face. Passionate, hard breathing nearly in sync as you sit in otherwise silence.

After a short while, Penny finally speaks up, "Th-thank you for helping me… learn more about my task here at Atlas Academy." She pauses for a few more moments. "Please, do not hesitate to contact me again if you require further…assistance. You are in the sample group after all. You may u-use me freely as you wish." Slowly she stands up, wiping her mouth with her hand. "If it is not too much to ask, could you assist me in cleaning up?" You find and grab a towel, then begin helping her get cleaned up before your break ends.


	2. Setting to Max

**Summary for the Chapter:**

> A few days after the initiating events, you decide to invite Penny back over to further participate in the sample group program.

As entirely unbelievable, strange, and just plain perverted this entire situation was, you had to admit that the prospect of a cute girl who's willing to have sex with you whenever you ask was pretty fantastic. The next few days went by without incident, you haven't seen Penny since that evening, but before she left she put her number in your scroll so you could request her when needed. You haven't contacted her since that night however. Despite how intense your first meeting was, you were still a little embarrassed to just call upon this girl out of nowhere. The whole concept still feels hard to believe. 

Tonight though, you're feeling more tempted than ever despite all your hesitation. Alone in your quarters, you're in the exact kind of mood that she could help with. After some thought, you finally decide to overcome your hesitation and send Penny a short text, simply asking if she can come over. A minute or so of silence is interrupted by a buzz from your scroll, and looking at it once again you see a response. "Of course! I will be right over!" You breathe a sigh of relief as you wait for her to arrive. 

A light knock on your door signifies her arrival, and you welcome her in. "Sal-u-tations!" she chimes "It is good to see you again! May I come in?" You invite her into your dorm and close the door behind you. You sit at the foot of your bed and look at her as she begins to speak. "You have requested that I visit your quarters, yes? What is it that you need?" 

You really hoped you wouldn't have to spell it out for her, but it seems like you might have no choice. You respond, "Well I'm in the sample group right? Is now an okay time for uh…" Your words trail off as you struggle to put this in a non strange way, but Penny seems to understand, and perks up. "Oh! Do you wish to use the Atlas Academy cum dumpster at this moment?" The bluntness of her words still catch you off guard, but she hits the nail on the head. "If that's okay, of course." you reply. "Of course it is okay!" she says, "It is my current duty after all, and I had much fun fulfilling it with you before!" You're relieved to hear that at least she's enjoying herself. 

She begins moving over towards the bed, as she continues speaking. "Would you like me to begin now?" You nod your head yes, admittedly a little impatient. She moves over to the bedside and sits next to you, wasting very little time before putting her hand above your waist and slowly moving it into your pajamas. "Is it okay to begin like this?" she questions, "I hear starting slowly can enhance one's experience." You nod your head yes and she gives you a smile, fully reaching down and slowly wrapping her fingers around your now stiff dick. You lean backwards in the bed slightly as she begins to move her hand slowly up and down your shaft. 

You have a better feel for her now, she's obviously not a real girl, but she's still warm to the touch, and despite her true nature, she doesn't feel harshly metallic. As she jerks you off under your pants your breathing gets heavier as you reach over to her. You put a hand around her upper body as she reacts in slight confusion, while her hand keeps its constant pace. You grab one of the straps of her dress and slip it over her shoulder and down her arm. She blushes a little as she realizes your intentions. Soon after, you grab the other strap and slide it off of her. 

You put your hands on her shoulders as she slowly removes her hand from your pajamas, and you ease her into a lying position. With the dress no longer supported, you can slowly and easily slide it down her body, making sure you feel her as you go. Reaching and removing the skirt portion makes Penny blush more, as the dress slides down her legs revealing pink panties covering her. She lifts her legs a little as you finish removing the dress, and soon after, it's tossed to the side.

You go to move on to her panties, but not before your curiosity gets the better of you. You wonder just how similar is Penny to a real girl? You lean yourself down between her legs, and give a long, slow lick up her right thigh. She squirms a little as you do this, you're not sure if it's ticklish or pleasurable but all you know is that you've gotten a reaction. It feels close enough to a real one for you. You lift your head back up as you slip your fingers under each side of her panties, and you slowly pull them off of her. As they move further down her legs, you can see that those who gave her this task have recreated an anatomically accurate human girl. 

She lifts her legs once more as her panties join her dress, and sitting up, you too begin to lower your pajamas, revealing your lower half to her. A shade of red forms on her freckled face as you lean in closer once again. You're positioned right above her now, you on your knees while she lays before you, your dick only inches from entering her. Slowly you move the last bit forwards. 

You move forwards as your tip enters her, her face changing and getting redder. You move deeper inside of her, getting almost halfway before she lets out a small moan. This puzzles you for a moment before she speaks up. "I have the capacity to feel all the emotions a normal girl would, even pleasure, which they've made sure to include so that I may also enjoy certain… processes as a normal girl would." she explains, "however with my current status, they have made that feature adjustable as I see fit, should it become too much." You figure that makes sense. 

Mindful of this new information, you slowly slide the rest of your cock into her, as she lets out a few small moans and goes slightly redder still. All the way inside her, you slowly pull backwards to repeat the process. Soon enough you have a slow, steady rhythm as you put your arms to her sides and thrust in and out of her. She lets out a cute little hum each time you move into her, sometimes escaping into a small moan. As you pick up the pace slightly, you move your hands under her shoulders and try to lift her up a bit to get some leverage. It shouldn't be surprising that she is quite heavy, but it still catches you off guard. Instead of pulling her up, you just end up laying down on top of her. 

Completely laying over top her and faces inches away from each other, you look at her for a moment before resuming your thrusting. The girl under you gives out a small, electric warmth as she lets out small groans and moans into your ear. You move your arms around her upper back as you quicken your pace. Her quick moans getting more prominent as you move a little faster and thrust a little harder. Her breathing and squeaks growing louder into your ear as you begin to moan with her, pressing yourself into her and out again. 

After enough time at a consistent pace, you end up sliding out of her, so you decide to use this moment to take a breath. You stare at each other as you breathe in sync, still holding her when something dawns on you. "Penny?" you question between breaths, "What did you mean by your pleasure being adjustable?" She takes a minute to form a response. "Most of my emotional functions are locked in, but given the circumstances, I may adjust my pleasure sensors between zero and one hundred percent." You think on this for a moment before further questioning her. "You've been moaning a decent bit, what is it set to?" She replies, "My pleasure sensor intensity is currently at thirty five percent, why do you ask?" You speak up, "What would happen if you set it up to maximum?" "I-I do not know." she stammers, seeming to see what you're implying. "W-would… would you like me to try?" You nod your head yes. "O-okay, it is at its maximum, I am ready to continue." You position yourself ready to enter her again. 

You've barely pushed yourself a quarter of the way into her before you need to swiftly move your hands and cover her mouth. She lets out a near scream as her once light red face turns an intense crimson, her eyes frantically dart to yours, then around, then to you again, unstable and shaking. She trembles under you as you wait to continue, letting her rest for a moment. After a short while you continue moving into her, still covering her mouth she lets out more intense, screaming moans as she shakes and tenses beneath you. You hear a loud ripping next to you, her robotic, iron grip on your bedsheets has ripped one side clean in half. 

Slowly but surely, you're all the way inside her again, and you swear she's getting even warmer as she trembles beneath you, her breathing replaced by constant muffled moaning. You give her another moment to breathe. "Are you okay, Penny?" you ask, uncovering her mouth so she can respond. "I-I-I-I-I" she stammers on, "Y-y-ye-yes." She trembles a little underneath you still. "Can I keep going?" you ask. She grabs a pillow, then proceeds to cover her face with it as a precaution, then she nods her head yes. You begin to move your hips once again. 

Even fucking her at the slowest pace you think you could manage, you still hear constant, pleasured screams beneath the pillow as you slowly thrust in and out of her. She begins to shake once again as you move against her. As you slowly pick up the pace, the muffled screams become ever sharper, the trembling becomes rougher, and the heat she gives off seems to increase with every push. Soon enough, your need to go faster takes over, and your pace quickens as your thrusting reaches a more moderate pace. The loud noise beneath the pillow is constant now, and the whole bed is shaking from her trembling at this point. 

As you move even faster, making sure to thrust even harder, you begin to hear yet another ripping noise between all the shaking and helpless screams of pleasure. She's developed another iron grip, holding the pillow against her with all of her might, she pulls harder and harder. Eventually, she tenses, and the pillow she was muffling herself with is ripped clean in half. 

Her screams would almost certainly wake up the entire school, so you quickly move to muffle her once again, now covering her mouth with yours. You're pulled into an unexpected kiss as she lets out more screams, which are muffled by your mouth connected with her's. She feels hot against you now as her face flashes a bright red, then a deep purple, then a vibrant blue. She had the built in feature of blushing, but something was clearly not functioning as intended now. Rather than let up, you hold the sudden kiss and wrap your arms around her head, her nonstop, pleasured screaming continues as you put your tongue in her mouth and quicken your thrusting further. 

You're fucking her hard now as she continuously screams out into you. She's radiating warmth and shaking almost violently as you roughly thrust in and out of her. Her eyes dart even faster as her glitched blushing worsens, her cute freckled face flashing every color of the rainbow again and again. She attempts to grip the corner of the bed before quickly crushing it's metal frame, bits of the wall it's placed in crumbling around her fingers. She screams out in pleasure into your mouth as you roughly fuck her, you begin responding with passionate moans in return. You feel yourself getting close to finishing. 

With a few more hard thrusts, you do one final push as you lock even further into the kiss. You can't tell if you're shaking with how much Penny is. You can't help but moan and try to push in further as you cum inside of her. You feel your load getting pumped inside of her, twitching and tensing with her as she lets out a last few screams. As you hold your position for a few moments, Penny slows her screaming and moaning as her body steadies and begins to lose its intense heat. Her eyes, once shaking and intense, now calmly meet yours as her face resumes a normal shade of red. 

You remove your lips from hers as strands of saliva and lubricant connect you two. You can only hope all the lubricant that got in your mouth during the long kiss is safe to swallow. She gives you a smile and speaks up. "I h-hope you do not mind, but I have returned my sensors to… normal levels." You tell her it's okay. You shift yourself back into an upwards position and slowly slide your dick out of her as she lets out one last, small squeak. Cum slowly leaks out onto your bed sheets. It's not like you care, they're ripped to hell now anyways. 

Penny sits up as well, trying to be stable as possible after what she's just been through. "I a-apologize for t-the uh… damages." You pat her on the head for a moment and tell her it's okay, it was your idea after all. You get up out of your bed, take her arms, and help the slightly off balance girl stand up. You grab her dress and panties off of your floor. 

You begin to thank her for coming over when she cuts you off. "No! Thank you! I had even more fun than last time!" she gives you a warm smile, you smile back. "Though, I do not think I can handle my sensors at maximum every time, however, it was very fun to try!" She lets out a light giggle as she says this. You're strangely quite glad that she's clearly enjoying her job. She cleans herself up a little before slipping back into her panties, then her dress. She waves goodbye as she approaches the door. "I had a lot of fun tonight! Please feel free to request me again when you need me! I look forward to my next visit with you!" 

As she exits your quarters, you turn around to collapse in bed after an exhausting night. At least you would, if the sheets weren't ripped in half, stained, and covered in loose feathers. It looks like you won't be getting much sleep tonight.

**Notes for the Chapter:**

> More lewding Penny, yay. Hope you enjoyed the second chapter. I think I'm getting the hang of this stuff. I feel like I don't do enough development and dialogue between the nsfw bits, but I also feel like that's what you're coming here for in the first place.


	3. A Risky Move

**Summary for the Chapter:**

> You meet Penny in the halls and decide to use your chance encounter to try something new.

Your classes are normally pretty boring, but today's lesson on the history of Atlas is just about putting you to sleep. Nearly an hour and a half of constant lecturing and note taking feels as close to torture as a school day can get. You're trying your hardest to keep up with the professor while your eyes continue their fight to stay open. It's a losing battle, as soon enough you find your pen slipping out of your hand as you doze off to sleep. Your rest lasts for about thirty seconds before you're rudely jolted awake by the ringing of a bell. You breathe a sigh of relief as your suffering ends and your break time begins. Stuffing your notebook into your bag as quickly as you can, you get up and begin your walk down the halls of the academy. 

You grab your stuff and decide to head down to the cafeteria first, you could use something to eat. The halls are just as crowded as they usually are, but fortunately it's not enough to slow you down too terribly much. You round the corner and come to a crossroads, but you already know where the cafeteria is. Rather than head straight towards it however, something else catches your eye. You happen to spot Penny joyfully making her way down the hall, heading in your direction. After giving it a short amount of thought, you decide to approach her and say hello. 

As you approach her, she sees you and perks up. "Oh, hello! I did not expect to run into you here!" she says cheerfully. You have no idea why she wouldn't expect to run into a student at a school, but you figure it's not worth questioning her sometimes quirky behavior. "How are you doing on this day?" she asks. Truthfully you're bored out of your mind and want to collapse in your bed, but you just tell her you're good to make things simple. She accepts your short answer and continues talking, "As I am technically currently Atlas Academy staff, I have been able to see that some of your performance has improved over the past week!" she continues, but in a more hushed voice, "It is excellent to see that the sample program is assisting you in getting greater results." As weird as it was to admit, she was probably right. Being given freedom to do stuff like this has had you feeling pretty damn good, it had to be at least somewhat motivating to you. 

You continue your conversation with her for a while, talking about class performances and hearing Penny go on about how she enjoys being around the academy school grounds. You had to admit, it was a little strange trying to hold a casual conversation with a girl you've casually had sex with twice now. Nevertheless, the two of you carried on talking as if everything about this situation was normal. However, you can't quite ignore this voice in the back of your head. It's telling you that you're standing right here, in front of the girl who said she can be used at your request, you can't help but feel the urge to take advantage of this chance encounter. You're trying your best to ignore these thoughts, but you really aren't very good at it. 

Penny's talking continues as you think harder on the matter at hand. "The view from Atlas is just amazing, is it not? Have you seen the city from the top of the communications tower?" she carries on. You've never been to the top of the Atlas CCT, but she's probably right. Not that that's the kind of thing on your mind. After some admittedly quick debate in your head, you decide to speak up. "Hey Penny, would you mind coming with me for a moment?" you ask. "Of course I do not mind!" she chimes back, "I am currently busy with nothing, so I am free to join you." It's too late to back down now. You have an idea and it's either a great one or a horrible one.

You make your way further down the hall, turning the corner and leading Penny into a less crowded hallway. "Where are we going?" she asks you. You just tell her that she'll see in a moment. After a short walk down the hall you stop in front of a door, you check to see if anyone is looking before you step through, taking Penny by the hand with you. It's pitch black inside, so you scan the wall for a light switch. You find it and flip it on, the ceiling light illuminating what Penny can now see is a supply closet. The confusion on her face only seems to worsen. "I do not understand why we are here. Do we need something from this closet?" 

Like usual, it's hard to find a good way to say these things. Thinking of the most tasteful way to say this, you speak up. "I want to… participate in the sample program now." Penny smiles, though still looking a little confused. "Oh, okay then. Let us head to your quarters and-" you decide to quickly cut her off and let her know that you mean here and now. She looks somewhere between confused, embarrassed, and concerned. "Are you sure this is the safest place to be doing that kind of thing? I do believe that somebody could notice us here." She was right, but to you that was kind of the point. You were always interested in trying something like this, and now was your chance." Penny, I'm sure." you say. You move over to the door and lock it. "See, nobody can come in so we're totally fine, so long as we keep our voices down." She thinks for a minute before forming a slight, more comfortable smile. "Okay then. If you say so, then I will trust you."

You almost can't believe this actually worked. You try not to get ahead of yourself as you move closer to Penny. She looks at you with a smirk as you grab the strap to her dress like you did last time. This time however, she moves herself with you to slip both straps off her shoulders quickly and easily. Rather than slowly remove her dress, a slight pull with nothing else supporting it is all it takes for it to slide down her legs and onto the floor. She steps over and swings her other leg, kicking the dress to the side. You move forwards a little more and begin slowly moving your hand along her panties. Slowly sliding your fingers up and down and occasionally pushing a little, Penny blushing and making small noises as you do this. You move your other hand under her shirt as you rub her through her panties. You put your hand over her breasts and find they're softer and squishier than the rest of her body. Whether this has always been the case or was an addition for her new assignment you're not quite sure . 

Outside you hear passing footsteps growing close, what's probably a small group of students passing by. As their footsteps near the door, you rub your fingers against her even harder as you squeeze with your other hand. She lets out a small surprised squeak before covering her hand with her mouth. You continue at this until the footsteps have passed the door and faded away. She gives you a flustered but stern look. "That was not safe to do, they could have heard!" she says in a hushed voice. You have no reply as you slide your hand out from under her shirt and remove your fingers from under her. 

You move both your hands to her hips and grab the bottom sides of her shirt. After getting a grip on them you begin pulling the shirt up. She obliges, and slowly raises her arms as you pull the shirt off of her. The only thing on her top now is a plain white bra, which she helps you remove soon after. Even with your previous encounters, this is the first time you've actually seen Penny naked. Despite her robotic nature, she looks like a totally normal human girl, and an extremely cute one at that. She's blushing a fair bit now, as you've been staring at her for a good minute, but it's hard not to. To your surprise, you don't need to take the initiative, as she's already lifting a leg and pulling down her panties, moving it to the side with the rest of her clothes. It's your turn now, as you begin to undo your belt and remove your pants and your underwear following quickly after. With both of you ready, you grab Penny by the shoulder and ease her onto her knees. 

She's now kneeling beneath you, completely naked, with your dick across her face. She begins as she did last time with a slow lick along the length of your shaft. She does this a few more times, slowly working her warm, wet tongue across, licking around the tip, then returning to the base for another. After doing this for a short while, she moves her mouth to the tip, giving it a few small licks and kisses before wrapping her lips around it. Remembering what happened last time, you put your hand on the top of her head, grab a handful of hair, and push her down to the base of your cock, shoving the entire length into her warm throat. You hold her there for a moment before pulling out of her throat, leaving wet strands between your cock and her mouth as it once again sits in front of her face. She speaks up, "Remember, you can continue in any way you want. I am not limited by normal human function, so you may be as active as you wish."

That's all you needed to hear, as you quickly tighten your grip and shove your dick all the way into her throat once again. Even with her throat being artificial, it's still slick and warm and tightens around you in such a way that makes you let out a small groan as you enter her. You swiftly pull back and then thrust forward again, hearing the slight slick sound of your dick rubbing against her wet throat as you move forwards and back again. Placing both hands on the back of her head, you increase your pace, pushing your hips forwards and back even quicker than before. She stares right up at you as you fuck her mouth faster. It's strange but almost cute how much of a non-reaction she has to such a lewd thing. As you thrust into her mouth you begin to hear more footsteps approach, so you slow your pace as not to get caught. As they get their closest you hold Penny at the base of your dick, sitting there completely in her throat. 

Pleasured anticipation quickly turns to panic as the footsteps don't turn away at all. You slide yourself out of her throat, leaving many wet strands connecting your dick and her mouth before she wipes her face with her arm and stands up. Your heart races the minute the doorknob turns. It shakes a few times before you hear a sigh from the other side and a voice. "Who the hell locked the supply closet?" they say to themselves. You would be relieved, if you didn't immediately also hear the jingling of a key chain. You and Penny are panicked now, as she quickly moves over to the door. You hear the key insert into the lock, and you're sure that you're completely done for. Penny moves against the door and blocks it as the knob turns fully. With Penny's full weight against the door it refuses to budge. You hear a sigh of frustration as someone pushes, and eventually hits the door. "The door's stuck? How is the door stuck? Gods, this is just my luck." The door knob stops turning, and you hear footsteps once again as they stomp away in irritation. You and Penny breathe a sigh of relief. 

As the hall grows silent once again you waste little time returning to Penny, moving her up against the wall and pressing yourself against her. You place your hands on her hips and slowly guide her, turning her around with her arms on the wall, leaning over onto it with her ass towards you. With your hands around her you begin to slowly grind against her. You then slow your movement, and reposition yourself so that you are now sitting with your tip just barely entering her. After a short moment, you begin to push into her, both of you letting out a soft, drawn out moan as you slowly slide your cock all the way inside her. 

You hold this position for a few seconds before sliding back and forth again, this time repeating the action at a consistent pace. Penny lets out a few more small moans as you slowly fuck her, and you begin steadily increasing the pace as you find a rhythm. You're now steadily thrusting into her, moving your hands up from her hips and around her sides, sliding up and feeling her as you both let out small moans with each push. You move into her faster still as both your moans get quicker and more pleasured, both of you trying to keep your voices down as you fuck Penny against the wall. You move one of your hands up onto her shoulder to give you more leverage as you move the other up and wrap it around her breast. She moans sharper as you use this position to thrust into her harder. You keep this consistent pace with hard thrusts as she shifts her position against the wall, her arm now covering her mouth to stifle her growing moans of pleasure. 

You continue picking up your pace, pumping in and out of her, now making wetter noises than before as she begins relaxing herself a little and even moving back and forth slightly along with your rhythm. You hold on to her tighter as she continues to let out little moans with each thrust, and with you two moving together, soon both your sounds of pleasure are synchronized. Moving in tandem as you both move ever so slightly faster, and soon enough focusing more on the pleasure of you two fucking than the actual surroundings and situation you are in. 

You two are snapped back to reality just as quickly when a pair of footsteps approaches the door once again. You need to steady yourself as you quickly pull out of her and you both stand up straight once again. You hear a sort of metallic thud outside the door, and the shuffling of metal and parts. You realize someone has decided to come and fix the "broken" door. You quickly look around the room, and manage to find a tarp in the corner. You pick up all the loose clothes, grab Penny by the hand, and quietly rush over as you hide yourself underneath it. She slides under the tarp after you, but the little space leaves you up against the wall while the naked, heavy, robotic girl rests on top of you, a great weight now pinning you down. You two hold still as best you can as the door opens and someone walks in, you can hear them walk around, as well as inspecting and testing the door. After a few minutes, they flick off the lights and leave the room with no suspicion. 

With the lights off, a pitch blackness surrounds you until an emerald light slightly illuminates your surroundings. Penny's eyes are letting out a soft glow as she pushes the tarp off the two of you. The weight on top of you shifts its focus down as she sits up on top of you, and she moves to get up. You stop her as she starts to get up, telling her you can just continue like this, and she happily obliges. She sits up slightly as you position yourself as best you can in the dark, then she slowly moves back down, carefully guiding your dick so that it enters her once again. She stops, sitting on top of you with her weight pressing your entire lower half down, though she supports herself with her legs so it doesn't hurt you, you're still aware that there's no way you could move out from under her. The weight lessens as she lifts herself up, and increases once more as she slowly lowers. 

You place your hands on her hips as she slowly rides you, both of you making small grunts each time she fully lowers herself back on to you. You're surprised at how quickly she decides to pick up the pace when she's in control for once, as it doesn't take long for her to bounce on top of you at a consistent, solid pace. Your breathing and both of your moans gets faster and sharper as she begins to ride you at a quicker pace. The two green glowing eyes that give a faint light bobbing up and down, their glow giving a slight, silhouetted appearance to her in the otherwise black room. The weight of her quickly being lifted and pressing back down once again causes a strong pressure each time, but you find it strangely adding to the fun of it all. 

She continues to bounce up and down on top of you as you both feel more focused yet hazy in the pleasure of it all. The pressure begins to hurt as with each harder bounce up, she comes back down harder too, but you find it very hard to care as you both try to keep quiet through your moaning. You're so caught up that you become surprised when she stops for a moment. She tilts herself forwards, reaching her arms out to support herself on the floor beneath you. She leans far forwards, her weight now distributed more evenly across you with her arms to your sides, her face now close to yours as her bright green eyes pierce into yours. She shifts her hips down, taking you all the way into her once again. Now almost laying on top of you, she speaks in a hushed, yet upbeat voice. "Pleasure sensors increased to sixty percent. Please, let us continue." 

You quickly oblige, though it's not like you had much choice as she began to move as well. As she moves faster once again, you thrust along with her movements, the new position allowing your hips some movement. You place your hands on her ass as you both continue. You can tell she's enjoying it more with her increased pleasure, but having more trouble keeping silent as her moans increase in volume slightly, despite her efforts to stifle them. You understand though, you're starting to care less about your volume as well, just moaning along with her with each push. Her right arm falters as she moves down, and weight from her upper body is shifted onto you as her head moves from staring at you to her pushing her face into your shoulder, using you to muffle her moans. 

Her pace increases as you feel yourself reaching your breaking point. As she bounces faster on you, you thrust in the same rhythm. Both of you are completely in sync, even down to your moans of pleasure. You slide your arms up and wrap them around her upper back as her muffled moans sound in your ear. You fuck her just a little bit faster as your pleasure reaches its peak, both of you moaning sharply in unison before you pull her close as both you push into each other. Pushed together, she gasps as you hold her tight and cum inside of her. Her weight fully shifts onto you once again as her arms give out and she stops supporting herself, kept on top of you only by her weight and your arms wrapped around her. Despite the heaviness, she gave off a comforting heat as you both caught your breath, you certainly wouldn't mind staying this way. 

You both lay there for a few moments without saying anything, hearing only the sound of breathing. Penny supports herself with her arms once again as she lifts herself back up, then looks at you with a cute smile. She sits all the way up on your hips before slowly sliding off of your dick, the wetness that was connecting the two of you separating as she slowly stands up. Her lit up, green eyes move over to the wall as she flips the lights back on and the room fills with light, and you stand up as well. You begin to collect the clothes from the corner of the room, putting on your pants and passing Penny her clothes before she speaks up. "If you wouldn't mind, could we move over to your quarters so I may get properly cleaned up?" she asks. You agree, it would be the polite thing to do considering you just banged her in a supply closet. In the meantime, you use some napkins in the closet to clean up anything leaking down her legs so you two don't raise suspicions in the halls. Once you two are mostly properly dressed, you check to see if it's clear before exiting the closet and making your way to your dorm.

**Notes for the Chapter:**

> Hey look at that! I actually did a third chapter and it only took me a month. I took so long that when I started this chapter there wasn't a pandemic, but given that there is, here's your reminder to stay safe out there. Maybe I'll get 4 done in a more timely manner. Maybe not!

**Author's Note:**

> This is my first time working on something like this, so I'm basically just doing it for fun, I might finish it one day, I might not, who knows. Just hope you enjoyed. :)


End file.
